Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
EXHIBIT 10.19
NINTH AMENDMENT TO PROGRESS SOFTWARE APPLICATION PARTNER AGREEMENT
This NINTH AMENDMENT to the Progress Software Corporation Application Partner
Agreement is effective as of the 2nd day of December 2003 ("Effective Date"), by
and between Progress Software Corporation, a Massachusetts corporation with its
principal place of business at 00 Xxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 ("PSC")
and RSA Security Inc., a Delaware corporation with its principal place of
business at 000 Xxxxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 ("RSA").
WHEREAS, PSC and RSA entered into a Progress Software Application Partner
Agreement effective as of December 5, 1994 ("Agreement");
WHEREAS, PSC and RSA previously amended the Agreement by entering into an
addendum to the Agreement effective December 5, 1994 ("Addendum") and a
subsequent amendment to the Agreement dated October 19, 1995 ("Amendment");
WHEREAS, PSC and RSA entered into a second amendment to the Agreement effective
November 29, 1995 ("Second Amendment") which completely superseded the terms and
conditions of the Addendum and Amendment;
WHEREAS, PSC and RSA entered into a third amendment to the Agreement effective
November15, 1996 ("Third Amendment") which supercedes the Attachment A in the
Second Amendment with a new Attachment A in the Third Amendment;
WHEREAS, PSC and RSA entered into a fourth amendment to the Agreement effective
April 1, 1998 ("Fourth Amendment");
WHEREAS, PSC and RSA entered into a fifth amendment to the Agreement effective
February 18, 1999 ("Fifth Amendment");
WHEREAS, PSC and RSA entered into a sixth amendment to the Agreement effective
October 26, 1999 ("Sixth Amendment");
WHEREAS, PSC and RSA entered into a seventh amendment to the Agreement effective
November 28, 2001 ("Seventh Amendment");
WHEREAS, PSC and RSA entered into an eighth amendment to the Agreement effective
November 27, 2002 which supercedes the Seventh Amendment in its entirety
("Eighth Amendment"); and
WHEREAS, PSC and RSA desire to further amend the terms and conditions to add the
prepayment applicable for the period of December 1, 2003 through November 28,
2004 and modify the PSC's support obligations to RSA,
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agree as follows:
1. Subject to Section 4 of the Eighth Amendment the parties have agreed
to the following non-refundable, non-cancelable Progress license
prepayment for the period of December 1, 2003 through November 28,
2004:
$[**] payable as follows:
40% due by January 7, 2004;
20% due by February 15, 2004;
20% due by April 15, 2004; and
20% due by June 15, 2004
The parties acknowledge and agree that prior to November 28, 2004, the
parties will negotiate in good faith the amount of additional
non-refundable, non-cancelable Progress license prepayment for the
period of December 1, 2004 through November 28, 2005.
2. Delete the sections that begin "PROGRESS: 8.3d" and "PROGRESS 9.1d" in
Exhibit A in their entirety and replace with the following:
"Progress edition: Progress V8.3D
RCA ACESERVER VERSION:
PLATFORMS:
Microsoft Windows: NT 4.09 Server or Workstation
Microsoft Windows: 2000 Server, 2000 Advanced Server, Server 2003
Sun Solaris: 8, 9 (32 bit and 64 bit)
HP UX: 11.0, 11i (32 bit and 64 bit)
IBM AIX: 4.3.3, 5Lv5.1 (32 bit and 64 bit), 5Lv5.2 (32 bit and 64
bit)
REMOTE ADMIN REQUIRED FOR:
Microsoft Windows: 98, NT 4.0, 2000 PRO, 2000 Server, 2000 Advanced
Server, XP Pro, Server 2003.
Linux certifications: Red Hat Enterprise Linux AS 3.0
Date of Initial support for 8.3d on Linux: December 1st 2003
Support required for 8.3d on Linux through: April 28, 2005
CERTIFICATION COSTS FOR PROGRESS V8.3D RED HAT LINUX:
A one-time payment is required to cover the set up and running costs
of the Progress V8.3D and Red Hat Enterprise Linux AS 3.0 environment
as well as the physical certification process
If RSA requests that Progress conduct Certification work of a new
operating system, environment setup and running, then RSA shall pay
Progress $[**]USD payable net 30 days from PSC's invoice date.
TECHNICAL SUPPORT:
Currently the Progress editions V8.3B, V8.3D and V8.3E are certified
against Red Hat 7.1. Red Hat Linux distributions (all versions 7.3 8.0
& 9) are no longer commercially available. Progress V8.3D on Red Hat
Linux AS 3.0 shall be treated as a `Mature' product (as defined in the
PSC product lifecycle document) with `Limited Basic Support Services'
through April 28, 2005. Technical support for Progress 8.3D on all
other platforms specified above shall be in accordance with the Eighth
Amendment. Full Progress product lifecycle definitions are available
online: xxxx://xxx.xxxxxxxx.xxx/xxxxxxxx/xxxxxxxx/xxxx/xxxxxxxxx.xxx
COVERAGE FOR `MISSION CRITICAL' ISSUES - V8.3D RED HAT ENTERPRISE
LINUX AS 3.0:
Normal Technical Support Escalation procedures are to be followed.
Once escalated representatives from all groups (RSA Product
Management, Progress Tech Support, Progress Sales & Progress Product
Management) are to evaluate and prioritize the escalated issue. Due to
the architecture differences between Progress V8 and V9, all Service
Pack related bug fixes will not be automatically ported to V8.3D.
Fixes that require substantial Progress V8.3D code alterations will
need to be handled as a 'per incident' bases. Any Service Pack bug
should be escalated and treated as a `mission critical' issue. Mission
critical issues will be treated as one-off development work and will
be charged according to the following rules:
Baseline fee: $ [**]USD per mission critical issue; and
Variable fee: $ [**]USD per developer per business day
Progress edition: Progress V9.1d
RSA ACESERVER VERSION.
Date of Initial support: December 1st 2003
Support required through: February 28, 2007
Microsoft Windows: 2000 Server, 2000 Advanced Server, Server 2003
Sun Solaris: 8, 9 (32 bit and 64 bit)
HP UX: 11.0, 11i (32 bit and 64 bit)
IBM AIX: 4.3.3, 5Lv5.1 (32 bit and 64 bit), 5Lv5.2 (32 bit and 64
bit)
REMOTE ADMIN REQUIRED FOR:
Microsoft Windows: 2000 Pro, 2000 Server, 2000 Advanced Server, XP
Pro, Server 2003
Currently supported Linux platforms: Red Hat: 6.2
Red Hat: 7, 7.1, 7.2, 8.0
RedHat: Advanced Server 2.1
RedHat: Enterprise Linux 2.1
United Linux V1.0
Scheduled Linux certifications: Red Hat Enterprise Linux AS 3.0
SuSE Enterprise Server 8
Turbolinux Enterprise Server 8"
Provided RSA is current on maintenance, as Progress generally provides support
for Progress 9.1d on additional operating systems, Progress will make available
such support to RSA.
IN WITNESS WHEREOF, this Ninth Amendment has been executed under seal for
and on behalf of each of the parties hereto by their duly authorized
representative as of the date first set forth above.
RSA Security Inc. Progress Software Corporation
By:/s/Xxxxxxx X. Xxxxxxx By:/s/Xxxxxx X. Xxxxxxxxx
--------------------- ----------------------
Name: Xxxx Xxxxxxx Name: Xxxxxx X Xxxxxxxxx
Title: CFO Title: Dir., Business Ops
